Issuance and Delivery of the Exchange Shares. The Exchange Shares have been duly authorized and, will be validly issued, fully paid and nonassessable. Assuming the Warrants were purchased by Holder in the Company’s offering of Common Stock and warrants made pursuant to the Company’s prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) on February 9, 2017 (the “Registered Offering”) and the Holder is not an “Affiliate” (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the Company, the Exchange Shares will be issued to the Holder without legend and will be freely tradable by the Holder.
Appears in 4 contracts
Samples: Warrant Exchange Agreement, Warrant Exchange Agreement (SELLAS Life Sciences Group, Inc.), Warrant Exchange Agreement (SELLAS Life Sciences Group, Inc.)
